S-8 1 forms-8may2021x401k.htm S-8 Document


As filed with the Securities and Exchange Commission on May 13, 2021
Registration No. 333-                    
 
 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
 
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
 
 
Capital One Financial Corporation
(Exact Name of Registrant as Specified in its Charter)
 
 
 
Delaware54-1719854
(State or Other Jurisdiction of
Incorporation or Organization)
(I.R.S. Employer
Identification Number)
1680 Capital One Drive
McLean, Virginia 22102
(Address of Principal Executive Offices) (Zip Code)
Capital One Financial Corporation Associate Savings Plan as Amended and Restated
(Full Title of the Plan)
Matthew W. Cooper
General Counsel 
1680 Capital One Drive
McLean, Virginia 22102
(Name and Address of Agent for Service)
(703) 720-1000
(Telephone Number, Including Area Code, of Agent for Service)
 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer ý  Accelerated filer 
¨ 
Non-accelerated filer 
¨
  Smaller reporting company
¨ 
Emerging growth company
¨ 
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ¨ 




CALCULATION OF REGISTRATION FEE
Title of securities
to be registered
Amount to be
registered (1)
Proposed maximum
aggregate offering
price (2)
Amount of
registration
fee
Common Stock, par value $0.01 per share (1)
$550,000,000$550,000,000$60,005
(1)Pursuant to Rule 416(a) of the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement shall also cover any additional shares of the Registrant’s Common Stock in respect of the securities identified in the above table as a result of any stock dividend, stock split, recapitalization or other similar transactions. Pursuant to Rule 416(c) under the Securities Act, this Registration Statement also covers an indeterminate amount of interests to be offered or sold pursuant to the Capital One Financial Corporation Associate Savings Plan as Amended and Restated.
(2)Calculated in accordance with Rule 457(o) of the Securities Act.
 
 
 



NOTE
This Registration Statement on Form S-8 is filed pursuant to General Instruction E to Form S-8 by Capital One Financial Corporation (the “Company” or “Registrant”) for the purpose of registering $550,000,000 of the Company’s common stock, par value $0.01 per share (the “Common Stock”), which may be issued under the Capital One Financial Corporation Associate Savings Plan as Amended and Restated (the “Plan”). In accordance with General Instruction E to Form S-8, the Company hereby incorporates herein by reference the original Registration Statement on Form S-8 filed by the Company with respect to the Plan on February 2, 1998 (SEC File No. 333-45453) and the additional Registration Statements on Form S-8 filed by the Company with respect to the Plan on July 26, 2002 (SEC File No. 333-97127), January 31, 2014 (SEC File No. 333-193683), and July 31, 2019 (SEC File No. 333-232907), together with all exhibits filed therewith or incorporated therein by reference.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1.Plan Information.*
Item 2.Registrant Information and Employee Plan Annual Information.*
* Information required by Part I to be contained in the Section 10(a) prospectus is omitted from this Registration Statement in accordance with Rule 428 under the Securities Act of 1933, as amended (the “Securities Act”) and the Note to Part I of Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3.Incorporation of Documents by Reference.
The following documents, which have previously been filed by the Company with the Securities and Exchange Commission (the “Commission”) pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”), are incorporated by reference herein and shall be deemed to be a part hereof:
(1) The Plan’s Annual Report on Form 11-K for the fiscal year ended December 31, 2019, filed with the Commission on
June 22, 2020;
(2) The Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2020, filed with the Commission on February 25, 2021 (the “2020 Form 10-K”);
(3) The Company’s Quarterly Report on Form 10-Q, filed with the Commission on May 7, 2021;
(4) The Company’s Current Reports on Form 8-K filed with the Commission on February 8, 2021, February 9, 2021, February 17, 2021, March 2, 2021, March 12, 2021, March 18, 2021, May 4, 2021, May 7, 2021 and May 10, 2021;
(5) The Description of the Company’s Common Stock included in Exhibit 4.3 to the 2020 Form 10-K.
Notwithstanding the foregoing, the Company is not incorporating any document or information deemed to have been furnished and not filed in accordance with the Commission’s rules.
In addition, all documents filed by the Company or the Plan pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act prior to the filing of a post-effective amendment to this Registration Statement which indicates that all securities offered hereby have been sold or which deregisters all such securities then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and made part hereof from their respective dates of filing (such documents, and the documents listed above, being hereinafter referred to as “Incorporated Documents”); provided, however, that the documents listed above or subsequently filed by the Company or the Plan pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act in each year during which the offering made by this Registration Statement is in effect prior to the filing with the Commission of the Company’s Annual Report on Form 10-K or the Plan’s Annual Report on Form 11-K, as applicable, covering such year shall cease to be Incorporated Documents or be incorporated by reference in this Registration Statement from and after the filing of such Annual Report. The Company’s Exchange Act file number with the Commission is 001-13300.
Any statement contained in an Incorporated Document shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed Incorporated Document modifies or supersedes such statement. Any statement contained herein shall be deemed to be modified or superseded for purposes of


this Registration Statement to the extent that a statement contained in any subsequently filed Incorporated Document modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.
 
Item 8.Exhibits.

The Registrant will submit or has submitted the Capital One Financial Corporation Associate Savings Plan as Amended and Restated (the “Plan”) and any amendment thereto to the Internal Revenue Service (“IRS”) in a timely manner and has made or will make all changes required by the IRS in order to qualify the Plan.
*Filed herewith.







SIGNATURES
The Registrant. Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the County of Fairfax, Commonwealth of Virginia, on this 13th day of May, 2021.
 
CAPITAL ONE FINANCIAL CORPORATION
By:/s/ Matthew W. Cooper
Matthew W. Cooper
General Counsel
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS that each individual whose signature appears below constitutes and appoints Matthew W. Cooper and Cleo V. Belmonte, and each of them, his or her true and lawful attorneys-in-fact and agents, each with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments, including post-effective amendments, to this Registration Statement, and any registration statement relating to the offering covered by this Registration Statement and filed pursuant to Rule 462(b) under the Securities Act of 1933, and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that each of said attorneys-in-fact and agents or their substitute or substitutes may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the date indicated.
 
SignatureTitleDate
/s/ Richard D. FairbankChairman, Chief Executive Officer and PresidentMay 13, 2021
Richard D. Fairbank
(Principal Executive Officer)


/s/ Andrew M. Young
Chief Financial Officer (Principal Financial Officer)
May 13, 2021
Andrew M. Young
/s/ Timothy P. Golden
Controller (Principal Accounting Officer)
May 13, 2021
Timothy P. Golden
/s/ Ime ArchibongDirectorMay 13, 2021
 Ime Archibong
/s/ Ann Fritz HackettDirectorMay 13, 2021
Ann Fritz Hackett
/s/ Peter Thomas KillaleaDirectorMay 13, 2021
Peter Thomas Killalea
/s/ C.P.A.J. (Eli) Leenaars DirectorMay 13, 2021
C.P.A.J. (Eli) Leenaars
/s/ François Locoh-DonouDirectorMay 13, 2021
François Locoh-Donou
/s/ Peter E. RaskindDirectorMay 13, 2021
Peter E. Raskind
/s/ Eileen SerraDirectorMay 13, 2021
Eileen Serra
/s/ Mayo A. Shattuck IIIDirectorMay 13, 2021
Mayo A. Shattuck III
/s/ Bradford H. WarnerDirectorMay 13, 2021
Bradford H. Warner
/s/ Catherine G. WestDirectorMay 13, 2021
Catherine G. West
/s/ Craig Anthony Williams Director May 13, 2021
Craig Anthony Williams



The Plan. Pursuant to the requirements of the Securities Act of 1933, the trustees (or other persons who administer the Plan) have duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the County of Fairfax, Commonwealth of Virginia, on this 13th day of May, 2021.
 
CAPITAL ONE FINANCIAL CORPORATION ASSOCIATE SAVINGS PLAN AS AMENDED AND RESTATED
By:/s/ Meghan Welch
Meghan Welch
Chair of the Capital One Financial Corporation Benefits Committee